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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-KSB
 þ
    
    ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934
 For the fiscal year ended December 31, 2005
 o
    
    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934
 For the transition period from  to
 Commission file number
 METALINE CONTACT MINES
  Washington
    
    91-0779945(State or other jurisdiction or incorporation
or organization)
    
    (I.R.S. Employer Identification No.)
 W3848 Turtle Patch Road, Pine River, WI
    
    54965(Address of principal executive offices)
    
    (Zip Code)
  
 
 þ o
 o
 12b-2 o þ
    o þ




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TABLE OF CONTENTS
 PART IItem 1. Description of Business
    
    
    3Item 2. Description of Property
    
    
    5Item 3. Legal Proceedings
    
    
    12Item 4. Submission of Matters to a Vote of Security Holders
    
    
    12PART IIItem 5. Market for Common Equity and Related Stockholder Matters
    
    
    12Item 6. Managements Discussion and Analysis or Plan of Operation
    
    
    13Item 7. Financial Statements
    
    
    F-1Item 8. Changes In and Disagreements With Accountants on Accounting
And Financial Disclosure
    
    
    16PART IIIItem 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance With Section 16(a) of the Exchange Act
    
    
    17Item 10. Executive Compensation
    
    
    19Item 11. Security Ownership of Certain Beneficial Owners and Management
    
    
    20Item 12. Certain Relationships and Related Transactions
    
    
    21Item 13. Exhibits and Reports on Form 8-K
    
    
    21Item 14. Principal Accountant Fees and Services
    
    
    22EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1EXHIBIT 32.2
  -2-




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PART I
 
 Item 1. DESCRIPTION OF BUSINESS
 Business Development
  General
       -3-




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Any Bankruptcy, Receivership or Similar Proceedings
  Any Material Reclassification, Merger, Consolidation, or Purchase or Sale of s Significant
Amount of Assets Not in the Ordinary Course of Business.
  BUSINESS OF THE COMPANY
 General Description of the Business
  -4-




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Number of Total Employees and Number of Full Time Employees
  Reports To Security Holders
   www.sec.gov
 www.metalinecontactmines.com
 
 Item 2. DESCRIPTION OF PROPERTIES
 PEND OREILLE/METALINE ZINC MINES
   -5-




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-6-




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-7-




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-8-




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GOLDEN CHEST MINE
   
 -9-




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-10-




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Price of Gold, $/Troy Ounce
    
    Additional NSR Royalty(using December 2004 CPI)
< $415
    
    None$415 - $467
    
    
    1.0
    %$467 - $519
    
    
    1.5
    %$519 - $570
    
    
    2.0
    %>$570
    
    
    3
    %
  1 2
         -11-




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th
 
 Item 3.
    
    LEGAL PROCEEDINGS
  
 Item 4.
    
    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
 PART II
 
 Item 5.
    
    MARKET FOR COMMON EQUITY AND RELATED STOCJHOLDER MATTERS
    High Bid
    
    Low Bid1st Quarter, 2004
    
    $
    0.12
    
    
    $
    0.102nd Quarter, 2004
    
    $
    0.30
    
    
    $
    0.253rd Quarter, 2004
    
    $
    0.25
    
    
    $
    0.254th Quarter, 2004
    
    $
    0.25
    
    
    $
    0.251st Quarter, 2005
    
    $
    0.25
    
    
    $
    0.122nd Quarter, 2005
    
    $
    0.25
    
    
    $
    0.203rd Quarter, 2005
    
    $
    0.25
    
    
    $
    0.124th Quarter, 2005
    
    $
    0.25
    
    
    $
    0.12
   -12-




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Item 6.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
       -13-




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Golden Chest Mine
   Pend Oreille/Metaline Zinc Mines
  Operating Profit
   General Expenses.
    Administrative Expenses.
 Silver and Gold
 -14-




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Other Income
  Income Before Taxes
     (a)
    
    Collection of Receivables. We have a related party receivable from Nor-Pac Limited
Company (Nor-Pac) of $109,413, with accrued interest of $38,296, as of December 31, 2005.
Nor-Pac owns approximately 81% of our outstanding shares, and has related directors.
Accordingly, we believe we have the ability to collect this receivable in the event of a
shortfall of cash.
 (b)
    
    Increase Royalty Revenues. Increasing royalty revenues from our current mining
projects is under the sole control of third parties; namely, Teck Cominco and New Jersey
Mining Company.Other factors that could impact increased royalty revenues include: changes in precious
and base metals prices; unanticipated grade, geological, metallurgical, processing or other
problems at our mining projects; changes in project parameters as plans of the operators
are refined; and other economic and market conditions.(c)
    
    Sale of Companys Common Stock. There are no assurances that we would be able to
sell shares of our authorized, but unissued, common stock on acceptable terms. Additionally,
any such sales of shares could be dilutive to our shareholders.
 (d)
    
    Sale of Certain Assets. We own 60,000 shares of New Jersey common stock with a
recorded value of $25,600, which shares could be sold pursuant to Rule 144 of the Securities
Act of 1933, as amended.
 -15-




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Item 7. FINANCIAL STATEMENTS
 METALINE CONTACT MINES
  REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
    
    F-1FINANCIAL STATEMENTSBalance
Sheets
    
    F-2Statements
of Operations
    
    F-3Statement
of Stockholders Equity
    
    F-4Statements
of Cash Flows
    
    F-5NOTES TO FINANCIAL STATEMENTS
    
    F-6




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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
    Certified Public Accountants
  F-1




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METALINE CONTACT MINES  BALANCE SHEETS
 December 31,
    
    
    December 31,2005
    
    
    2004ASSETSCURRENT ASSETSCash and cash equivalents
    
    $
    82,772
    
    
    $
    90,652Prepaid expenses
    
    
    2,000
    
    
    
    Total Current Assets
    
    
    84,772
    
    
    
    90,652OTHER ASSETSRelated party receivable
    
    
    109,413
    
    
    
    109,413Accrued interest  related party receivable
    
    
    38,296
    
    
    
    30,637Investments
    
    
    25,600
    
    
    
    5,100Website, net of amortization
    
    
    583
    
    
    
    917Other assets
    
    
    250
    
    
    
    350Mineral lease, net of depletion
    
    
    249,977
    
    
    
    Total Other Assets
    
    
    424,119
    
    
    
    146,417TOTAL ASSETS
    
    $
    508,891
    
    
    $
    237,069LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIESUnearned royalty income
    
    $
    3,880
    
    
    $
    3,880Total Current Liabilities
    
    
    3,880
    
    
    
    3,880COMMITMENTS AND CONTINGENCIES
    
    
    
    
    
    
    STOCKHOLDERS EQUITYCommon stock, $0.05 par value;
20,000,000 shares authorized, 14,783,189 and
13,783,189 issued and outstanding, respectively
    
    
    776,570
    
    
    
    726,570Additional paid-in capital
    
    
    483,040
    
    
    
    283,040Stock options
    
    
    47,907
    
    
    
    47,907Accumulated deficit
    
    
    (802,506
    )
    
    
    (824,328
    )Total Stockholders Equity
    
    
    505,011
    
    
    
    233,189TOTAL LIABILITIES AND
STOCKHOLDERS EQUITY
    
    $
    508,891
    
    
    $
    237,069
  F-2




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METALINE CONTACT MINES  STATEMENTS OF OPERATIONS
 Year Ended
    
    
    Year EndedDecember 31,
    
    
    December 31,2005
    
    
    2004REVENUESRoyalty income
    
    $
    66,610
    
    
    $
    25,720GENERAL AND ADMINISTRATIVE EXPENSESAdministrative expenses
    
    
    42,415
    
    
    
    19,296Directors fees
    
    
    
    
    
    
    30,000Property expense
    
    
    
    
    
    
    37,765Professional fees
    
    
    11,994
    
    
    
    15,609TOTAL EXPENSES
    
    
    54,409
    
    
    
    102,670OPERATING INCOME (LOSS)
    
    
    12,201
    
    
    
    (76,950
    )OTHER INCOME (EXPENSE)Dividend income
    
    
    1,962
    
    
    
    517Interest income
    
    
    7,659
    
    
    
    7,658Loss from investment in LLC
    
    
    
    
    
    
    (393
    )TOTAL OTHER INCOME
    
    
    9,621
    
    
    
    7,782INCOME (LOSS) BEFORE TAXES
    
    
    21,822
    
    
    
    (69,168
    )INCOME TAX EXPENSE
    
    
    
    
    
    
    NET INCOME (LOSS)
    
    $
    21,822
    
    
    $
    (69,168
    )NET INCOME (LOSS) PER COMMON SHARE,
BASIC AND DILUTED
    
    $
    nil
    
    
    $
    nilWEIGHTED AVERAGE NUMBER
OF COMMON SHARES OUTSTANDING,
BASIC
    
    
    14,283,189
    
    
    
    14,395,862
  F-3




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METALINE CONTACT MINES  STATEMENT OF STOCKHOLDERS EQUITY
 Additional
    
    
    
    
    
    
    
    
    
    
    TotalCommon Stock
    
    
    Paid-in
    
    
    Stock
    
    
    Accumulated
    
    
    StockholdersShares
    
    
    Amount
    
    
    Capital
    
    
    Options
    
    
    Deficit
    
    
    EquityBalance, December 31, 2003
    
    
    14,064,300
    
    
    $
    703,222
    
    
    $
    302,165
    
    
    $
    17,907
    
    
    $
    (755,161
    )
    
    $
    268,133Common stock issued at $0.08 per share
for property expense
    
    
    466,954
    
    
    
    23,348
    
    
    
    14,417
    
    
    
    
    
    
    
    
    
    
    
    37,765Stock options issued for directors fees
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    30,000
    
    
    
    
    
    
    
    30,000Reacquisition of common stock
    
    
    (748,065
    )
    
    
    
    
    
    
    (33,542
    )
    
    
    
    
    
    
    
    
    
    
    (33,542
    )Net loss for the year ended
December 31, 2004
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (69,168
    )
    
    
    (69,168
    )Balance, December 31, 2004
    
    
    13,783,189
    
    
    
    726,570
    
    
    
    283,040
    
    
    
    47,907
    
    
    
    (824,328
    )
    
    
    233,189Common stock issued at $0.04 per share
for Golden Chest Mine lease
    
    
    1,000,000
    
    
    
    50,000
    
    
    
    200,000
    
    
    
    
    
    
    
    
    
    
    
    250,000Net income for the year ended
December 31, 2005
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    21,822
    
    
    
    21,822Balance, December 31, 2005
    
    
    14,783,189
    
    
    $
    776,570
    
    
    $
    483,040
    
    
    $
    47,907
    
    
    $
    (802,506
    )
    
    $
    505,011
  F-4




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METALINE CONTACT MINES
STATEMENTS OF CASH FLOWS
 Year Ended
    
    
    Year EndedDecember 31,
    
    
    December 31,2005
    
    
    2004CASH FLOWS FROM OPERATING ACTIVITIES:Net income (loss)
    
    $
    21,822
    
    
    $
    (69,168
    )Adjustments to reconcile net income (loss) to net cash
provided (used) by operating activities:Amortization and depletion expense
    
    
    357
    
    
    
    83Loss in LLC investment
    
    
    
    
    
    
    393Royalty expense paid with NJMC stock
    
    
    20,500
    
    
    
    5,100Royalty income received in NJMC stock
    
    
    (41,000
    )
    
    
    (10,200
    )Common stock issued in payment of expenses
    
    
    
    
    
    
    37,765Stock options issued for directors fees
    
    
    
    
    
    
    30,000Changes in assets and liabilities:Increase in accrued interest receivable
    
    
    (7,659
    )
    
    
    (7,658
    )Increase in prepaid expenses and other assets
    
    
    (1,900
    )
    
    
    (350
    )Net cash (used) by operating activities
    
    
    (7,880
    )
    
    
    (14,035
    )CASH FLOWS USED BY INVESTING ACTIVITIES:Website
    
    
    
    
    
    
    (1,000
    )Net cash used by investing activities
    
    
    
    
    
    
    (1,000
    )CASH FLOWS PROVIDED BY FINANCING ACTIVITIES:
    
    
    
    
    
    
    Net decrease in cash and cash equivalents
    
    
    (7,880
    )
    
    
    (15,035
    )Cash at beginning of period
    
    
    90,652
    
    
    
    105,687Cash at end of period
    
    $
    82,772
    
    
    $
    90,652SUPPLEMENTAL CASH FLOW DISCLOSURES:Income taxes paid
    
    $
    
    
    
    $
    Interest paid
    
    $
    
    
    
    $
    NON-CASH TRANSACTIONS:Common stock issued in payment of expenses
    
    $
    
    
    
    $
    37,765Common stock issued in payment of mineral lease
    
    $
    250,000
    
    
    $
    Stock options issued for directors fees
    
    $
    
    
    
    $
    30,000Reacquisition of common stock
    
    $
    
    
    
    $
    33,542Royalty expense paid with NJMC stock
    
    $
    20,500
    
    
    $
    5,100Royalty income received in NJMC stock
    
    $
    41,000
    
    
    $
    10,200Investment in NJMC under exploration agreement
    
    $
    
    
    
    $
    5,100
  F-5




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METALINE CONTACT MINES
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2005
 NOTE 1  ORGANIZATION AND DESCRIPTION OF BUSINESS
     NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  Accounting Method
  Cash and Cash Equivalents
  Compensated Absences
  Concentration of Risk
  F-6




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METALINE CONTACT MINES
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2005
 Depletion
  Derivative Instruments
     Earning Per Share
  F-7




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METALINE CONTACT MINES
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2005
 Fair Value of Financial Instruments
  Income Tax
  Investments
  Notes Receivable
  Recent Accounting Pronouncements
    F-8




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METALINE CONTACT MINES
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2005
   Revenue Recognition
  Use of Estimates
  NOTE 3  INVESTMENT IN LLC
  F-9




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METALINE CONTACT MINES
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2005
    NOTE 4  MINERAL PROPERTIES
 Pend Oreille/Metaline Zinc Mines
  Golden Chest Mine
  F-10




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METALINE CONTACT MINES
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2005
    NOTE 5  RELATED PARTY TRANSACTIONS
    NOTE 6  MINING LEASES AND RELATED AGREEMENTS
 Pend Oreille/Metaline Zinc Mines
  F-11




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METALINE CONTACT MINES
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2005
     Golden Chest Mine
  New Jersey Lease
  F-12




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METALINE CONTACT MINES
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2005
 Price of Gold, $/Troy Ounce
    
    Additional NSR Royalty(Using December 2004 CPI)< $415
    
    
    None$415 - $466
    
    
    1.0%$467 - $519
    
    
    1.5%$520 - $570
    
    
    2.0%> $520
    
    
    3.0%
  1 2
 NOTE 7  INCOME TAXES
    NOTE 8  COMMON STOCK
   F-13




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METALINE CONTACT MINES
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2005
 NOTE 9  STOCK OPTIONS
   Options Outstanding
    
    
Options ExercisableNumber of
    
    
    WeightedShares
    
    
    Average
    
    
    Weighted
    
    
    
    
    
    
    WeightedUnder
    
    
    Remaining
    
    
    Average
    
    
    Number of
    
    
    AverageExercise
    
    
    Outstanding
    
    
    Contractual
    
    
    Exercise
    
    
    Shares
    
    
    ExercisePrice
    
    
    Options
    
    
    Life (Years)
    
    
    Price
    
    
    Exercisable
    
    
    Price$
    0.06
    
    
    
    500,000
    
    
    
    3.87
    
    
    $
    0.06
    
    
    
    500,000
    
    
    $
    0.060.125
    
    
    
    1,000,000
    
    
    
    3.87
    
    
    
    0.125
    
    
    
    1,000,000
    
    
    
    0.1250.15
    
    
    
    250,000
    
    
    
    3.87
    
    
    
    0.15
    
    
    
    250,000
    
    
    
    0.15$
    0.06-0.15
    
    
    
    1,750,000
    
    
    
    3.87
    
    
    $
    0.11
    
    
    
    1,750,000
    
    
    $
    0.11
 F-14




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Item 8.
    
    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
  Item 8A.
    
    CONTROLS AND PROCEDURES
 Annual Evaluation of the Companys Disclosure Controls and Internal Controls
  CEO and CFO Certifications
  Disclosure Controls and Internal Controls
  Scope of the Controls Evaluation
  -16-




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Conclusions
  
 PART III
 
 Item 9.
    
    DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION
16(a) OF THE EXCHANGE ACT
  Richard L. Howell,
 -17-




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John W. Beasley,
 Ed Pommerening,
 Jack W. Kendrick,
 David O. Baldwin,
     Section 16(a) Beneficial Ownership Reporting Compliance
  -18-




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Richard L. Howell (Form 3, one report, 0 transactions); John
W. Beasley (Form 3, one report, 0 transactions); Ed Pommerening (Form 3, one report, 0
transactions); Jack W. Kendrick (Form 3, one report, 0 transactions); David O. Baldwin
(Form 3, one report, 0 transactions); Nelson Robert Howard (Form 3, one report, 0
transactions); and Gene George (Form 3, one report, 0 transactions).
 Board Committee
  
 Item 10.
    
    EXECUTIVE COMPENSATION
 SUMMARY COMPENSATION TABLE
 Name
    
    
    
    
    
    
    
    
    
    
    
    
    
    Other
    
    Restricted
    
    Securitiesand
    
    
    
    
    
    
    
    
    
    
    
    
    
    Annual
    
    Stock
    
    Underlying
    
    LTIP
    
    All OtherPrincipal
    
    
    
    
    
    Salary
    
    Bonus
    
    Comp
    
    Awards
    
    Options
    
    Payouts
    
    CompensationPosition
    
    Year
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    (#)
    
    ($)
    
    ($)Richard
    
    
    2003
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    1,400Howell,
    
    
    2004
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0President
    
    
    2005
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    
    
    
    
    0
    
    
    
    0
    
    
    
    0and DirectorJohn
    
    
    2003
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    1,400Beasley,
    
    
    2004
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0Secretary
    
    
    2005
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0and DirectorEd
    
    
    2003
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    1,400Pommerening
Director
    
    
    2004
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    02005
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0Jack
    
    
    2004
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    250,000
    
    
    
    0
    
    
    
    0Kendrick
    
    
    2005
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0David
    
    
    2004
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    250,000
    
    
    
    0
    
    
    
    0Baldwin
    
    
    2005
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
      -19-




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Item 11.
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
  (2)
    
    (3)Name and
    
    Amount and
    
    
    
    (5)Address of
    
    Nature of
    
    
    
    Amount and (Percent)(1)
    
    Beneficial
    
    Beneficial
    
    (4)
    
    of Class if All WarrantsTitle of Class
    
    Owner
    
    Owner
    
    Percent of Class
    
    are ExercisedCommon
    
    Nor-Pac Limited
    
    11,968,578
    
    81%
    
    11,968,578
    
    (77.1%)Company
    
    Direct OwnerP.O. Box 387Murray, ID 83874 (1)Common
    
    Richard L. Howell
    
    2,992,145
    
    20.2%
    
    3,242,145
    
    (19.6%)1509 Hemlock
    
    Indirect OwnerLewiston, ID 83501Common
    
    Ed Pommerening
    
    2,992,145
    
    20.2%
    
    3,242,145
    
    (19.6%)P.O. Box 369
    
    Indirect OwnerPinehurst, ID 83850Common
    
    John W. Beasley
    
    1,496,072
    
    10.9%
    
    1,746,072
    
    (10.6%)P.O. Box 387
    
    Indirect OwnerMurray, ID 83874Common
    
    Paymaster Resources
    
    1,466,954
    
    9.9%
    
    1,466,954
    
    (8.9%)Incorporated
    
    Direct OwnerP.O. Box 387Murray ID 83874Common
    
    Jack W. Kendrick
    
    0
    
    0
    
    250,000
    
    (1.5%)3910 E. 48th Ave.Spokane, WA 99223Common
    
    David O. Baldwin
    
    0
    
    0
    
    250,000
    
    (1.5%)81 Thunder RidgeClancy, MT 59634Common
    
    Directors and
    
    7,483,362
    
    54.3%
    
    8,730,362
    
    (52.8%)Executive Officers
    
    Indirect Owneras a group
 
 Note 1:
    
    Richard L. Howell is the Trustee of the R.L. and M.D. Howell Trust, owner of a
25% equity membership interest in Nor-Pac; Ed Pommerening is the owner of a 25% equity
membership interest in Nor-Pac; and John W. Beasley is the Manager of J.W. Beasley
Interests LLC, a member (as to 50%) of G.G.J.B. & K.G.P.B. Holdings Limited Company
(hereinafter GGJB). GGJB is the owner of a 25% equity membership interest in
Nor-Pac. By virtue of those entities interests in Nor-Pac, Messrs. Howell, Beasley
and Pommerening are considered as being indirect owners of the above shares. -20-




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##### Table of Contents



Item 12.
    
    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
      
 Item 13.
    
    EXHIBITS AND REPORTS ON FORM 8-K
 (a)
    
    Exhibits required by Item 601 of Regulation S-B:
 Exhibit No.
    
    Description31.1
    
    Certification Pursuant to
Section 302 of the Sarbanes-Oxley
Act of 2002.31.2
    
    Certification Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.32.1
    
    Certification Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.32.2
    
    Certification Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
 Omitted Exhibits are incorporated by reference to the Companys Registration
Statement on Form 10-SB, as amended; SEC File No. 0-31025.(b)
    
    A Form 8-K was filed on January 6, 2005, as amended on August 9, 2005,
announcing the issuance of 1,000,000 shares of the Company authorized, but unissued,
common stock to Paymaster Resources Incorporated as the final payment on the
acquisition of the Golden Chest Lease.
 -21-




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##### Table of Contents



Item 14.
    
    PRINCIPAL ACCOUNTANT FEES AND SERVICES
         
 SIGNATURE
  METALINE CONTACT MINESBy:
    
    /s/ Richard L. Howell
    
    Date: 3/24/06Richard L. Howell, President(Principal Executive Officer)By:
    
    /s/ John W. Beasley
    
    Date: 3/24/06John W. Beasley, Secretary/Treasurer(Principal Financial Officer)
 -22-




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##### Table of Contents



By:
    
    /s/ Richard L. Howell
    
    Date: 3/24/06Richard L. HowellDirectorBy:
    
    /s/ John W. Beasley
    
    Date: 3/24/06John W. BeasleyDirectorBy:
    
    /s/ Ed Pommerening
    
    Date: 3/24/06Ed PommereningDirectorBy:
    
    /s/ Jack W. Kendrick
    

    Date: 3/24/06Jack W. KendrickDirectorBy:
    
    /s/ David O. Baldwin
    

    Date: 3/24/06David O. BaldwinDirector
 -23-